EXHIBIT 4.5 Executed in 30 Counterparts of
which this is Counterpart No. 30   MORTGAGE JERSEY CENTRAL POWER & LIGHT COMPANY to THE BANK OF NEW YORK,Successor
Trustee   FIFTY-FIFTH SUPPLEMENTAL
INDENTUREFIRST MORTGAGE BONDS,DESIGNATED SENIOR NOTE SERIES F BONDS   Dated as of April 1, 2004   This instrument prepared by: /s/ Marc B. Lasky   Marc B. Lasky, Esq.


Table of Contents PagePARTIES
    
    
    1RECITALS
    
    
    1GRANT
    
    
    5EXCEPTED
    PROPERTY
    
    
    5GENERAL SUBJECT
      CLAUSES
    
    
    5Article I
      CONCERNING THE TRUSTEE
    
    
    6Section 1.01
      Acceptance by Trustee of Property in Trust
    
    
    6Section 1.02
      Recitals by Company
    
    
    6Article II
      CREATION, DESCRIPTION AND FORM OF THE SENIOR NOTE SERIES F BONDS
    
    
    6Section 2.01
      Creation of Senior Note Series F Bonds
    
    
    6Section 2.02
      Unlimited Principal Amount of Senior Note Series F Bonds
      Issuable
    
    
    6Section 2.03
      Dating, Maturity and Payment of Principal and Interest of Senior Note
      Series F Bonds
    
    
    7Section 2.04
      Payment on New Senior Notes Sufficient
    
    
    8Section 2.05
      Registered in Name of the Senior Note Trustee
    
    
    8Section 2.06
      Senior Note Series F Bonds Not Transferable
    
    
    8Section 2.07
      Redemption Provisions
    
    
    9Section 2.08
      Redemption on Demand of Senior Note Trustee
    
    
    9Section 2.09
      Senior Note Series F Bonds as ‘Related Senior Note First Mortgage
      Bonds’
    
    
    9Section 2.10
      Surrender of Senior Note Series F Bonds
    
    
    9Section 2.11
      Discharge From and After Release Date
    
    
    10Section 2.12 Form
      of Senior Note Series F Bonds
    
    
    10Article III
      MISCELLANEOUS
    
    
    17Section 3.01
      Meaning of Certain Terms
    
    
    17Section 3.02
      Original Indenture and Supplemental Indentures Ratified and
    Confirmed
    
    
    17Section 3.03
      Execution in Counterparts
    
    
    17
 i


PageTESTIMONIUM
    
    
    18SIGNATURES AND
      SEALS
    
    
    18ACKNOWLEDGMENTS
    
    
    20CERTIFICATE OF
      RESIDENCE
    
    
    24
 ii


MORTGAGE FIFTY-FIFTH SUPPLEMENTAL
INDENTURE, dated as of the 1st day of April, 2004, made and entered into by
and between JERSEY CENTRAL POWER & LIGHT COMPANY, a corporation
organized and existing under the laws of the State of New Jersey (hereinafter
called the “Company”), party of the first part, and THE BANK OF NEW YORK,
a banking corporation of the State of New York, with its principal corporate
trust office at 101 Barclay Street, New York, New York, 10286, as Successor
Trustee under the Original Indenture hereinafter mentioned (the Successor
Trustee being hereinafter sometimes called “Trustee”), party of the second part. WHEREAS, the Company has
heretofore executed and delivered to City Bank Farmers Trust Company an
Indenture dated as of March 1, 1946 (hereinafter called the “Original
Indenture”), to secure the principal of and the interest and premium (if any) on
all bonds at any time issued and outstanding thereunder, to declare the terms
and conditions upon which bonds are to be issued thereunder and to subject to
the lien thereof certain property therein described; and WHEREAS, The Bank of New York is
now acting as Successor Trustee under the Original Indenture and the indentures
supplemental thereto hereinafter enumerated; and WHEREAS, the Original Indenture
has heretofore been supplemented by a First Supplemental Indenture dated as of
December 1, 1948, a Second Supplemental Indenture dated as of April 1,
1953, a Third Supplemental Indenture dated as of June 1, 1954, a Fourth
Supplemental Indenture dated as of May 1, 1955, a Fifth Supplemental
Indenture dated as of August 1, 1956, a Sixth Supplemental Indenture dated
as of July 1, 1957, a Seventh Supplemental Indenture dated as of
July 1, 1959, an Eighth Supplemental Indenture dated as of June 1,
1960, a Ninth Supplemental Indenture dated as of November 1, 1962, a Tenth
Supplemental Indenture dated as of October 1, 1963, an Eleventh
Supplemental Indenture dated as of October 1, 1964, a Twelfth Supplemental
Indenture dated as of November 1,1965, a Thirteenth Supplemental Indenture
dated as of August 1, 1966, a Fourteenth Supplemental Indenture dated as of
September 1, 1967, a Fifteenth Supplemental Indenture dated as of
October 1, 1968, a Sixteenth Supplemental Indenture dated as of
October 1, 1969, a Seventeenth Supplemental Indenture dated as of
June 1, 1970, an Eighteenth Supplemental Indenture dated as of
December 1, 1970, a Nineteenth Supplemental Indenture dated as of
February 1, 1971, a Twentieth Supplemental Indenture dated as of
November 1, 1971, a Twenty-first Supplemental Indenture dated as of
August 1, 1972, a Twenty-second Supplemental Indenture dated as of
August 1, 1973, a Twenty-third Supplemental Indenture dated as of
October 1, 1973, a Twenty-fourth Supplemental Indenture dated as of
December 1, 1973, a Twenty-fifth Supplemental Indenture dated as of
November 1, 1974, a Twenty-sixth Supplemental Indenture dated as of
March 1, 1975, a Twenty-seventh Supplemental Indenture dated as of
July 1, 1975, a Twenty-eighth Supplemental Indenture dated as of
October 1, 1975, a Twenty-ninth Supplemental Indenture dated as of
February 1, 1976, a Supplemental Indenture No. 29A dated as of
May 31, 1976, a Thirtieth Supplemental Indenture dated as of June 1,
1976, a Thirty-first Supplemental Indenture dated as of May 1, 1977, a
Thirty- 1


second Supplemental Indenture dated as of
January 20, 1978, a Thirty-third Supplemental Indenture dated as of
January 1, 1979, a Thirty-fourth Supplemental Indenture dated as of
June 1, 1979, a Thirty-fifth Supplemental Indenture dated as of
June 15, 1979, a Thirty-sixth Supplemental Indenture dated as of
October 1, 1979, a Thirty-seventh Supplemental Indenture dated as of
September 1, 1984, a Thirty-eighth Supplemental Indenture dated as of
July 1, 1985, a Thirty-ninth Supplemental Indenture dated as of
April 1, 1988, a Fortieth Supplemental Indenture dated as of June 14,
1988, a Forty-first Supplemental Indenture dated as of April 1, 1989, a
Forty-second Supplemental Indenture dated as of July 1, 1989, a Forty-third
Supplemental Indenture dated as of March 1, 1991, a Forty-fourth
Supplemental Indenture dated as of March 1, 1992, a Forty-fifth
Supplemental Indenture dated as of October 1, 1992, a Forty-sixth
Supplemental Indenture dated as of April 1, 1993, a Forty-seventh
Supplemental Indenture dated as of April 10, 1993, a Forty-eighth
Supplemental Indenture dated as of April 15, 1993, a Forty-ninth
Supplemental Indenture dated as of October 1, 1993, a Fiftieth Supplemental
Indenture dated as of August 1, 1994, a Fifty-first Supplemental Indenture
dated as of August 15, 1996, a Fifty-second Supplemental Indenture dated as
of July 1, 1999, a Fifty-third Supplemental Indenture dated as of
November 1, 1999 and a Fifty-fourth Supplemental Indenture dated as of
May 1, 2001 (hereinafter respectively called “First Supplemental
Indenture,” “Second Supplemental Indenture,” “Third Supplemental Indenture,”
“Fourth Supplemental Indenture,” “Fifth Supplemental Indenture,” “Sixth
Supplemental Indenture,” “Seventh Supplemental Indenture,” “Eighth Supplemental
Indenture,” “Ninth Supplemental Indenture,” “Tenth Supplemental Indenture,”
“Eleventh Supplemental Indenture,” “Twelfth Supplemental Indenture,” “Thirteenth
Supplemental Indenture,” “Fourteenth Supplemental Indenture,” “Fifteenth
Supplemental Indenture,” “Sixteenth Supplemental Indenture,” “Seventeenth
Supplemental Indenture,” “Eighteenth Supplemental Indenture,” “Nineteenth
Supplemental Indenture,” “Twentieth Supplemental Indenture,” “Twenty-first
Supplemental Indenture,” “Twenty-second Supplemental Indenture,” “Twenty-third
Supplemental Indenture,” “Twenty-fourth Supplemental Indenture,” “Twenty-fifth
Supplemental Indenture,” “Twenty-sixth Supplemental Indenture,” “Twenty-seventh
Supplemental Indenture,” “Twenty-eighth Supplemental Indenture,” “Twenty-ninth
Supplemental Indenture,” “Supplemental Indenture No. 29A,” “Thirtieth
Supplemental Indenture,” “Thirty-first Supplemental Indenture,” “Thirty-second
Supplemental Indenture,” “Thirty-third Supplemental Indenture,” “Thirty-fourth
Supplemental Indenture,” “Thirty-fifth Supplemental Indenture,” “Thirty-sixth
Supplemental Indenture,” “Thirty-seventh Supplemental Indenture,” “Thirty-eighth
Supplemental Indenture,” “Thirty-ninth Supplemental Indenture,” “Fortieth
Supplemental Indenture,” “Forty-first Supplemental Indenture,” “Forty-second
Supplemental Indenture,” “Forty-third Supplemental indenture,” “Forty-fourth
Supplemental Indenture,” “Forty-fifth Supplemental Indenture,” “Forty-sixth
Supplemental Indenture,” “Forty-seventh Supplemental Indenture,” “Forty-eighth
Supplemental Indenture,” “Forty-ninth Supplemental Indenture,” “Fiftieth
Supplemental Indenture,” “Fifty-first Supplemental Indenture,” “Fifty-second
Supplemental Indenture,” “Fifty-third Supplemental Indenture,” and “Fifty-fourth
Supplemental Indenture,” collectively called “the Supplemental Indentures”), for
the purposes therein expressed; and 2


WHEREAS, the Original Indenture
has been recorded in the proper recording offices of the following counties in
the State of New Jersey and the Commonwealth of Pennsylvania in Books of
Mortgages at the pages respectively stated as follows: NEW JERSEY MortgageCounty
    
    Book
    
    PageBurlington
    
    
    360
    
    
    
    l &cCamden
    
    
    2423
    
    
    
    37 &cEssex
    
    
    I-103
    
    
    
    155 &cHunterdon
    
    
    439
    
    
    
    284 &cMercer
    
    
    732
    
    
    
    280 &cMiddlesex
    
    
    871
    
    
    
    101 &cMonmouth
    
    
    1365
    
    
    
    l &cMorris
    
    
    Z-16
    
    
    
    1 &cOcean
    
    
    385
    
    
    
    33 &cPassaic
    
    
    B-24
    
    
    
    1 &cSomerset
    
    
    386
    
    
    
    l &cSussex
    
    
    394
    
    
    
    148 &cUnion
    
    
    1474
    
    
    
    l &cWarren
    
    
    279
    
    
    
    191 &c
 PENNSYLVANIA Armstrong
    
    
    213
    
    
    
    421 &cBucks
    
    
    2133
    
    
    
    151 &cDauphin
    
    
    N52
    
    
    
    l &cIndiana
    
    
    200
    
    
    
    371 &cMontgomery
    
    
    7537
    
    
    
    1287 &cNorthampton
    
    
    1159
    
    
    
    1 &c
 ; and WHEREAS, the Supplemental
Indentures have been recorded in the proper recording offices of the appropriate
counties in the State of New Jersey and the Commonwealth of Pennsylvania; and WHEREAS, the Original Indenture,
as the same may be amended or supplemented from time to time by indentures
supplemental thereto, is hereinafter referred to as “the Indenture”; and WHEREAS, the Company has entered
into an Indenture dated as of July 1, 1999 (the “Senior Note Indenture”)
with United States Trust Company of New York, as trustee, under which The Bank
of New York is acting as successor trustee (the “Senior Note Trustee”),
providing for the issuance of notes thereunder (the “Senior Notes”) from time to
time, and pursuant to the Senior Note Indenture the Company has agreed to issue
to the Senior Note Trustee, as security for the Senior Notes, a new series of
bonds under the 3


Indenture at the time of authentication of
each series of Senior Notes issued prior to the Release Date (as defined in the
Senior Note Indenture); and WHEREAS, for such purposes the
Company desires to issue a new series of bonds and by appropriate corporate
action in conformity with the terms of the Indenture has duly determined to
create a separate series of bonds, which shall be designated as “First Mortgage
Bonds, Senior Note Series F” (hereinafter sometimes referred to as the
“Senior Note Series F Bonds”), which said Senior Note Series F Bonds
are to be substantially in the form set forth in Article II hereof with the
insertion of numbers, denominations, date or dates from which interest shall
accrue, maturities, interest rates (or method of determination thereof),
interest payment dates and other terms as determined in accordance with the
terms of the Indenture; and WHEREAS, the Senior Note
Series F Bonds shall be issued to the Senior Note Trustee in connection
with the concurrent issuance from time to time by the Company of a like
aggregate principal amount of its Senior Notes (the “New Senior Notes”); and WHEREAS, all acts and things
prescribed by law and by the certificate of incorporation and by-laws of the
Company necessary to make the Senior Note Series F Bonds, when executed by
the Company and authenticated by the Trustee, as in the Indenture provided,
valid, binding and legal obligations of the Company, entitled in all respects to
the security of the Indenture, have been performed or will have been performed
prior to execution of such Senior Note Series F Bonds by the Company and
authentication thereof by the Trustee; and WHEREAS, the Original Indenture
authorizes the Company and the Trustee to enter into supplemental indentures for
the purpose, among others, of conveying, transferring and assigning to the
Trustee, and subjecting to the lien thereof, additional properties thereafter
acquired by the Company; and WHEREAS, the Company desires to
subject specifically to the lien of the Indenture certain property acquired by
the Company since May 1, 2001; and WHEREAS, by the provisions of
Article XVII of the Original Indenture, indentures supplemental to the
Original Indenture may be executed and delivered for the purpose of setting
forth the terms, provisions and form of the Senior Note Series F Bonds and
supplementing the Original Indenture in a manner which is not inconsistent with
the provisions thereof and does not adversely affect the interests nor modify
the rights of outstanding bonds and for the other purposes therein more fully
set forth; and WHEREAS, the Company, in the
exercise of the powers and authority conferred upon and reserved to it under the
provisions of the Original Indenture and pursuant to appropriate action of its
Board of Directors, has fully resolved and determined to make, execute and
deliver to the Trustee a Fifty-fifth Supplemental Indenture in the form hereof
for the purposes herein provided; and WHEREAS, the Company represents
that all conditions and requirements necessary to make this Fifty-fifth
Supplemental Indenture, in the form and upon the terms 4


hereof, a valid, binding and legal
instrument, in accordance with its terms, and for the purposes herein expressed,
have been done, performed and fulfilled, and the execution and delivery hereof,
in the form and upon the terms hereof, have been in all respects duly
authorized. NOW
THEREFORE, THIS FIFTY-FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:That Jersey
Central Power & Light Company, in consideration of the premises, and the
execution and delivery by the Trustee of this Fifty-fifth Supplemental Indenture
and for other good and valuable considerations, receipt of which is hereby
acknowledged, has granted, bargained, sold, aliened, enfeoffed, released,
conveyed, mortgaged, assigned, transferred, pledged, set over and confirmed, and
by these presents does grant, bargain, sell, alien, enfeoff, release, convey,
mortgage, assign, transfer, pledge, set over and confirm unto The Bank of New
York, as Successor Trustee as aforesaid, and to its successors in the trust
created by the Original Indenture and to its and their successors and assigns
forever, all the following properties of the Company, that is to say: FIRST All property
additions, as defined in and by Section 1.03 of the Original Indenture,
acquired by the Company on or after May 1, 2001, and prior to April 1,
2004 and now owned by the Company. SECOND Also all
property of the character and nature specified in the “Second,” “Third,”
“Fourth,” “Fifth,” and “Sixth” subdivisions of the granting clauses of the
Original Indenture. EXPRESSLY
EXCEPTING AND EXCLUDING, HOWEVER, from this Fifty-fifth Supplemental
Indenture and from the lien and operation of the Indenture, all property which,
prior to the date of this Fifty-fifth Supplemental Indenture, shall have been
released from the lien of, or disposed of by the Company in accordance with the
provisions of the Indenture; and all the tracts or parcels of land and premises
and all property of every kind and type excepted and excluded from, and not
heretofore or hereby expressly subjected to, the lien of the Original Indenture
by the terms thereof whether such property was owned by the Company at the date
thereof or has been acquired since that date. SUBJECT,
HOWEVER, except as otherwise expressly provided in this Fifty-fifth
Supplemental Indenture, to the exceptions, reservations and matters recited in
the Indenture, to the reservations, exceptions, limitations and restrictions
contained in the several deeds, grants, franchises and contracts or other
instruments through which the Company acquired or claims title to the aforesaid
property; and subject also to existing leases, to liens on easements or rights
of way for transmission or distribution line purposes, to taxes and assessments
not in default, to easements for alleys, streets, highways, rights of-way and
railroads that may ran across or encroach upon said lands, to 5


joint pole and similar agreements, to
undetermined liens and charges, if any, incidental to the construction and other
permissible encumbrances, as defined in the Original Indenture, and subject also
to the provisions of Section 13.03 of the Original Indenture. In trust,
nevertheless, upon the terms and trusts set forth in the Indenture. AND THIS
FIFTY-FIFTH SUPPLEMENTAL INDENTURE FURTHER WITNESSETH:That the Company, for
the considerations aforesaid, hereby covenants and agrees to and with the
Trustee and its successors in the trust under the Indenture, as follows: ARTICLE I CONCERNING THE TRUSTEE. Section 1.01 Acceptance by
Trustee of Property in Trust. The Trustee hereby accepts the properties
hereby mortgaged and conveyed to it upon the trusts hereinbefore referred to and
agrees to perform the same upon the terms and conditions set forth in the
Indenture. Section 1.02 Recitals by
Company. The Trustee shall not be responsible in any manner for or with
respect to the validity or sufficiency of this Fifty-fifth Supplemental
Indenture, or the due execution hereof by the Company, or for or with respect to
the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company. ARTICLE II CREATION, DESCRIPTION AND FORM
OFTHE SENIOR NOTE SERIES F BONDS Section 2.01 Creation of Senior
Note Series F Bonds. The Company hereby creates a series of bonds to be
issued under and secured by the Indenture, to be designated and to be
distinguished from bonds of all other series by the title “First Mortgage Bonds,
Senior Note Series F.” Section 2.02 Unlimited
Principal Amount of Senior Note Series F Bonds Issuable. An unlimited
principal amount of Senior Note Series F Bonds, being authenticated and
delivered from time to time, may forthwith be executed by the Company and
delivered to the Trustee and shall be authenticated by the Trustee and delivered
(either before or after the filing or recording hereof) to or upon the order of
the designated officer or officers of the Company specifying, among other
things, the principal amount of the Senior Note Series F Bonds to be issued
on the specified date of issuance, the numbers, denominations, date or dates
from which interest shall accrue, maturities, interest rates (or method of
determination thereof), interest payment dates and other terms of such Senior
Note Series F Bonds, upon receipt by the Trustee of the cash, resolutions,
certificates, opinions and documents required to be delivered upon the issue of
bonds from time to time as provided in the Indenture. 6


Section 2.03 Dating, Maturity
and Payment of Principal and Interest of Senior Note Series F Bonds. Each
Senior Note Series F Bond shall be dated the date of its authentication
(“issue date”) and shall bear interest from the issue date of said bond or from
the most recent interest payment date to which interest has been paid or duly
provided for with respect to the Senior Note Series F Bonds, except that so
long as there is no existing default in the payment of interest on the Senior
Note Series F Bonds, any Senior Note Series F Bond authenticated by
the Trustee between the record date (as hereinafter defined) for any interest
payment date for such bond and such interest payment date shall bear interest
from such interest payment date; provided, however, that if and to the extent
the Company shall default in payment of the interest due on such interest
payment date, then any such Senior Note Series F Bond shall bear interest
from the most recent interest payment date to which interest has been paid or
duly provided for with respect to such Senior Note Series F Bond, or, if no
interest has been paid on such Senior Note Series F Bond, then from its
issue date. Each Senior Note Series F Bond shall be payable on its
respective maturity date in such coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts, and shall bear interest payable in like coin or currency,
(i) at the interest rate specified in such Senior Note Series F Bond,
or in accordance with the method for determining such rate set forth therein,
payable on the interest payment dates specified pursuant to Section 2.02
hereof, and on the maturity date, according to the terms of such Senior Note
Series F Bond or on prior redemption or by declaration or otherwise,
commencing with the interest payment date first following the issue date of said
bond; provided, however, if the issue date of a Senior Note Series F Bond
is between the record date for an interest payment date and the interest payment
date, interest payments on said bond will commence on the second interest
payment date following the issue date, and (ii) at the highest rate of
interest borne by any of the bonds outstanding under the Indenture from such
date of maturity until they shall be paid or payment thereof shall have been
duly provided for, and (to the extent that payment of such interest is
enforceable under applicable law) interest on any overdue installment of
interest shall be payable at the highest rate of interest borne by any of the
bonds outstanding under the Indenture. Principal of and interest on the Senior
Note Series F Bonds shall be payable at the office or agency of the Company
in the Borough of Manhattan, The City of New York. The person
in whose name any Senior Note Series F Bond is registered at the close of
business on any record date (as hereinafter defined) with respect to any
interest payment date shall be entitled to receive the interest payable on such
interest payment date (except that in case of any redemption of any Senior Note
Series F Bond as provided for herein on a date subsequent to the record
date and prior to such interest payment date, interest on such redeemed bonds
shall be payable only to the date fixed for redemption thereof and only against
surrender of such bond for redemption in accordance with the notice of such
redemption) notwithstanding the cancellation of any such Senior Note
Series F Bond upon any registration of transfer or exchange subsequent to
the record date and prior to such interest payment date; provided, however, that
if, and to the extent, the Company shall default in the payment of the interest
due on any interest payment date, such defaulted interest shall be paid to the
person in whose name such outstanding Senior Note Series F Bond is
registered on the day immediately preceding the date of payment of such
defaulted interest or, at the election of the Company, on a subsequent record
date 7


established by notice given by mail by or
on behalf of the Company to the holder of such Senior Note Series F Bond
not less than fifteen days preceding such subsequent record date. Unless
otherwise specified in the written order of the Company delivered pursuant to
Section 4.07(a) of the Original Indenture with respect to any Senior Note
Series F Bond, the term “record date” shall mean, with respect to any
regular interest payment date, the close of business on the 15th day of the
calendar month next preceding such interest payment date or, in the case of
defaulted interest, the close of business on any subsequent record date
established as provided above. Section 2.04 Payment on New
Senior Notes Sufficient. Upon any payment of the principal of, premium, if
any, and interest on, all or any portion of the New Senior Notes referred to in
the form of any Senior Note Series F Bond, whether at maturity or prior to
maturity by redemption or otherwise or upon provision for the payment thereof
having been made in accordance with Section 5.01(a) of the Senior Note
Indenture, such Senior Note Series F Bond in a principal amount equal to
the principal amount of such New Senior Notes shall, to the extent of such
payment of principal, premium, if any, and interest, be deemed paid and the
obligation of the Company thereunder to make such payment shall be discharged to
such extent and, in the case of the payment of principal (and premium, if any),
such Senior Note Series F Bond in a principal amount equal to the related
New Senior Notes shall be surrendered to the Company for cancellation as
provided in Section 4.06 of the Senior Note Indenture. The Trustee may at
any time and all times conclusively assume that the obligation of the Company to
make payments with respect to the principal of and premium, if any, and interest
on any Senior Note Series F Bond, so far as such payments at the time have
become due, has been fully satisfied and discharged pursuant to the foregoing
sentence unless and until the Trustee shall have received a written notice from
the Senior Note Trustee signed by one of its officers stating (i) that
timely payment of principal of, or premium or interest on, the New Senior Notes
referred to in the form of such Senior Note Series F Bond has not been so
made, (ii) that the Company is in arrears as to the payments required to be
made by it to the Senior Note Trustee pursuant to the Senior Note Indenture, and
(iii) the amount of the arrearage. Section 2.05 Registered in Name
of the Senior Note Trustee. Each Senior Note Series F Bond is to be
issued to and registered in the name of The Bank of New York, as the Senior Note
Trustee, or a successor trustee thereto, under the Senior Note Indenture to
secure any and all obligations of the Company under the New Senior Notes
referred to in the form of any Senior Note Series F Bond and any other
series of Senior Notes from time to time outstanding under the Senior Note
Indenture. Section 2.06 Senior Note
Series F Bonds Not Transferable. Except (i) as required to effect
an assignment to a successor Trustee under the Senior Note Indenture,
(ii) pursuant to Section 4.03 or Section 4.06 of the Senior Note
Indenture, or (iii) in compliance with a final order of a court of
competent jurisdiction in connection with any bankruptcy or reorganization
proceeding of the Company, the Senior Note Series F Bonds are not
transferable. The Senior Note Series F Bonds shall be exchangeable for
other registered bonds of the same series and for the same aggregate principal
amount, in 8


the manner and upon the conditions
prescribed in the Indenture, upon the surrender of such bonds at the office or
agency of the Company in the Borough of Manhattan, The City of New York. The
Company covenants and agrees that, notwithstanding Section 2.03 of the
Indenture, it will not charge any sum for or in connection with any exchange or
transfer of any Senior Note Series F Bond. Section 2.07 Redemption
Provisions. (a) Senior Note Series F Bonds shall not be redeemed except
(i) as set forth in Section 2.08 hereof; and (ii) by the
surrender thereof by the Senior Note Trustee to the Trustee for cancellation at
a redemption price of zero upon redemption of all other series of bonds pursuant
to Section 8.08 of the Indenture. (b) In the event the Company redeems any New Senior Notes
referred to in the form of any Senior Note Series F Bond prior to maturity
in accordance with the provisions of the Senior Note Indenture, the Senior Note
Trustee shall on the same date deliver to the Company such Senior Note
Series F Bond for cancellation of a principal amount thereof corresponding
to such New Senior Notes so redeemed, as provided in Section 4.06 of the
Senior Note Indenture. (c) Senior Note Series F Bonds are not redeemable by the
operation of the improvement fund pursuant to Section 5.22 and
Section 9.06 of the Indenture or otherwise or by operation of the
maintenance and replacement provisions of Section 5.07 and
Section 9.06 of the Indenture or otherwise or with the proceeds of released
property pursuant to Section 9.06 of the Indenture or otherwise. Section 2.08 Redemption on
Demand of Senior Note Trustee. The Senior Note Series F Bonds shall be
immediately redeemed at a redemption price of 100% of the principal amount
thereof, plus interest accrued to the redemption date, in whole, upon a written
demand for redemption by the Senior Note Trustee stating that the principal of
all Senior Notes then outstanding under the Senior Note Indenture has been
declared to be immediately due and payable pursuant to the provisions of the
first sentence of Section 8.01(a) thereof. Section 2.09 Senior Note
Series F Bonds as ‘Related Senior Note First Mortgage Bonds’. For
purposes of Section 4.07 of the Senior Note Indenture, each Senior Note
Series F Bond shall be deemed to be the “Related Senior Note First Mortgage
Bond” in respect of the New Senior Notes issued concurrently therewith and
referred to in the form of such Senior Note Series F Bond. Section 2.10 Surrender of
Senior Note Series F Bonds. At any time a New Senior Note shall cease
to be entitled to any lien, benefit or security under the Senior Note Indenture
pursuant to Section 5.01(b) thereof and the Company shall have provided the
Senior Note Trustee with notice thereof, the Senior Note Trustee shall surrender
an equal principal amount of the Related Senior Note First Mortgage Bonds,
subject to the limitations of Section 4.06 of the Senior Note Indenture, to
the Company for cancellation. 9


Section 2.11 Discharge From and
After Release Date. As provided in Section 4.09 of the Senior Note
Indenture, from and after the Release Date, the obligations of the Company with
respect to the Senior Note Series F Bonds shall be deemed to be satisfied
and discharged, the Senior Note Series F Bonds shall cease to secure in any
manner any Senior Notes outstanding under the Senior Note Indenture, and,
pursuant to Section 4.06 of the Senior Note Indenture, the Senior Note
Trustee shall forthwith deliver the Senior Note Series F Bonds to the
Company for cancellation. Section 2.12 Form of Senior
Note Series F Bonds. Unless otherwise specified in the written order of
the Company delivered pursuant to Section 4.07(a) of the Original Indenture
with respect to any Senior Note Series F Bonds, the form of the Senior Note
Series F Bonds and the Trustee’s authentication certificate to be endorsed
thereon shall be substantially as follows, the maturity date or dates,
denominations, interest rates (or method of determination thereof), interest
payment dates and other terms thereof to be appropriately inserted as provided
in Section 2.01 of the Original Indenture. [FORM OF SENIOR NOTE SERIES F BONDS] JERSEY CENTRAL POWER & LIGHT COMPANY FIRST MORTGAGE BOND, SENIOR NOTE SERIES
F $300,000,000
    No. 1
 Issue
    Date
    
    Interest Rate
    
    Maturity DateApril 23,
      2004
    
    
    5.625%
    
    
    May 1,
2016
 Interest Payment Dates: May 1 and
November 1, commencing November 1, 2004 JERSEY
CENTRAL POWER & LIGHT COMPANY, a corporation organized and existing under
the laws of the State of New Jersey (hereinafter called the “Company”), for
value received, hereby promises to pay to The Bank of New York, as successor
Trustee under the Company’s Indenture dated as of July 1, 1999, or registered
assigns, THREE HUNDRED MILLION DOLLARS on the Maturity Date specified above,
unless this Bond shall have been duly called for previous redemption in whole or
in part and payment of the redemption price shall have been duly made or
provided for, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States
of America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay to the registered holder hereof interest
thereon, at said office or agency, in like coin or currency, from the Issue Date
specified above, or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, until said principal sum has been paid or
provided for, at the Interest Rate per annum specified above, on the Interest
Payment Dates specified above and on the maturity date specified above;
provided, however, if the Issue Date is between the record date for an Interest
Payment Date and the Interest Payment Date, interest payments will commence on
the second Interest Payment Date following the Issue Date; and, to the extent
permitted by law, to pay interest on overdue 10


interest at the highest rate of interest
borne by any of the bonds outstanding under the Mortgage hereinafter mentioned. This bond is
one of an issue of bonds of the Company (hereinafter referred to as the
“bonds”), not limited in principal amount except as provided in the Mortgage
hereinafter mentioned, which may mature at different times, may bear interest at
different rates, and may otherwise vary as in the Mortgage hereinafter mentioned
provided, and is one of a series known as its First Mortgage Bonds, Senior Note
Series F (herein called the “Senior Note Series F Bonds”), all bonds
issued and to be issued under and equally and ratably secured (except insofar as
any sinking fund or analogous fund, established in accordance with the
provisions of the Mortgage hereinafter mentioned, may afford additional security
for the bonds of any particular series) by an Indenture, dated as of
March 1, 1946, executed by the Company to City Bank Farmers Trust Company,
Trustee (herein, together with any indentures supplemental thereto, including,
but not by way of limitation, the Fifty-fifth Supplemental Indenture, dated as
of April 1, 2004, called the “Mortgage”), under which The Bank of New York
is Successor Trustee (herein called the “Trustee”), to which Mortgage reference
is made for a description of the property mortgaged and pledged, the nature and
extent of the security, the rights and limitations of rights of the holders of
the bonds and of the Company in respect thereof, the rights, duties and
immunities of the Trustee, and the terms and conditions upon which the bonds
are, and are to be, issued and secured. The Senior Note Series F Bonds are
described in the Fifty-fifth Supplemental Indenture dated as of April 1,
2004 between the Company and the Trustee (the “Fifty-fifth Supplemental
Indenture”). Under an
Indenture dated as of July 1, 1999 (hereinafter sometimes referred to as
the “Senior Note Indenture”), between the Company and United States Trust
Company of New York, as trustee, under which The Bank of New York is acting as
successor trustee (hereinafter sometimes called the “Senior Note Trustee”), the
Company will issue, concurrently with the issuance of this bond, an issue of
notes under the Senior Note Indenture entitled 5.625% Senior Notes due 2016 (the
“New Senior Notes”). Pursuant to Article IV of the Senior Note Indenture,
this bond is issued to the Senior Note Trustee to secure any and all obligations
of the Company under the New Senior Notes and any other series of senior notes
from time to time outstanding under the Senior Note Indenture. Payment of
principal of, or premium, if any, or interest on, the New Senior Notes shall
constitute payments on this bond as further provided herein and in the
Fifty-fifth Supplemental Indenture. As provided
in Section 4.09 of the Senior Note Indenture, from and after the Release
Date (as defined in the Senior Note Indenture), the obligations of the Company
with respect to this bond shall be deemed to be satisfied and discharged, this
bond shall cease to secure in any manner any senior notes outstanding under the
Senior Note Indenture, and, pursuant to Section 4.06 of the Senior Note
Indenture, the Senior Note Trustee shall forthwith deliver this bond to the
Company for cancellation. Upon any
payment of the principal of, premium, if any, and interest on, all or any
portion of the New Senior Notes, whether at maturity or prior to maturity by
redemption or otherwise or upon provision for the payment thereof having been
made in accordance 11


with Section 5.01(a) of the Senior
Note Indenture, such Senior Note Series F Bond in a principal amount equal
to the principal amount of such New Senior Notes to the extent of such payment
of principal, premium, if any, and interest, be deemed paid and the obligation
of the Company thereunder to make such payment shall be discharged to such
extent and, in the case of the payment of principal (and premium, if any), such
Senior Note Series F Bond in principal amount equal to the related New
Senior Notes shall be surrendered to the Company for cancellation as provided in
Section 4.06 of the Senior Note Indenture. The Trustee may at anytime and
all times conclusively assume that the obligation of the Company to make
payments with respect to the principal of and premium, if any, and interest on
any Senior Note Series F Bond, so far as such payments at the time have
become due, has been fully satisfied and discharged pursuant to the foregoing
sentence unless and until the Trustee shall have received a written notice from
the Senior Note Trustee signed by one of its officers stating (i) that
timely payment of principal of, or premium or interest on, the New Senior Notes
referred to above has not been made, (ii) that the Company is in arrears as
to the payments required to be made by it to the Senior Note Trustee pursuant to
the Senior Note Indenture, and (iii) the amount of the arrearage. For purposes
of Section 4.07 of the Senior Note Indenture, this bond shall be deemed to
be the “Related Senior Note First Mortgage Bonds” in respect of the New Senior
Notes issued concurrently therewith and referred to above. The Mortgage
contains provisions permitting the holders of not less than seventy-five per
centum (75%) in principal amount of all the bonds at the time outstanding,
determined and evidenced as provided in the Mortgage, or in case the rights
under the Mortgage of the holders of bonds of one or more, but less than all, of
the series of bonds outstanding shall be affected, the holders of not less than
seventy-five per centum (75%) in principal amount of the outstanding bonds of
such one or more series affected, except that if any such action would affect
the bonds of two or more series, the holders of not less than seventy-five per
centum (75%) in principal amount of outstanding bonds of such two or more
series, which need not include seventy-five per centum (75%) in principal amount
of outstanding bonds of each of such series, determined and evidenced as
provided in the Mortgage, on behalf of the holders of all the bonds, to waive
any past default under the Mortgage and its consequences except a completed
default, as defined in the Mortgage, in respect of the payment of the principal
of or interest on any bond or except a default arising from the creation of any
lien ranking prior to or equal with the lien of the Mortgage on any of the
mortgaged property, subject to the condition that, in case the rights of the
holders of less than all of the series of bonds outstanding shall be affected,
no waiver of any past default or its consequences shall be effective unless
approved by the holders of not less than a majority of all the bonds at the time
outstanding. The Mortgage also contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than seventy-five per
centum (75%) in principal amount of all the bonds at the time outstanding,
determined and evidenced as provided in the Mortgage, or in case the rights
under the Mortgage of the holders of bonds of one or more, but less than all, of
the series of bonds outstanding shall be affected, then with the consent of the
holders of not less than seventy-five per centum (75%) in principal amount of
the outstanding bonds of such one or more series affected, 12


except that if any such action would
affect the bonds of two or more series, the holders of not less than
seventy-five per centum (75%) in principal amount of outstanding bonds of such
two or more series, which need not include seventy-five per centum (75%) in
principal amount of outstanding bonds of each of such series, determined and
evidenced as provided in the Mortgage, to execute supplemental indentures adding
any provisions to or changing in any manner or eliminating any of the provisions
of the Mortgage or modifying in any manner the rights of the holders of the
bonds and coupons thereunto appertaining; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of any bonds, or
reduce the rate or extend the time of payment of interest thereon, or reduce the
principal amount thereof, or, subject to the provisions of the Mortgage, limit
the right of a bondholder to institute suit for the enforcement of payment of
principal or interest in accordance with the terms of the bonds, without the
consent of the holder of each bond so affected, or (ii) reduce the
aforesaid percentage of bonds, the holders of which are required to consent to
any such supplemental indenture, without the consent of the holders of all bonds
then outstanding, or (iii) permit the creation of any lien ranking prior to
or equal with the lien of the Mortgage on any of the mortgaged property without
the consent of the holders of all bonds then outstanding, or (iv) deprive
the holder of any outstanding bond of the lien of the Mortgage on any of the
mortgaged property. Any such waiver or consent by the holder of this bond
(unless effectively revoked as provided in the Mortgage) shall be conclusive and
binding upon such holder and upon all future holders of this bond, irrespective
of whether or not any notation of such waiver or consent is made upon this bond. No reference
herein to the Mortgage and no provision of this bond or of the Mortgage shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this bond at the time and
place and at the rate and in the coin or currency herein prescribed. The Senior
Note Series F Bonds are issuable only in fully registered form and in
denominations of $1,000 or any higher integral multiple of $1,000. Senior Note
Series F Bonds shall not be redeemed except as set forth below and except
by the surrender thereof by the Senior Note Trustee to the Trustee for
cancellation at a redemption price of zero upon redemption of all other series
of bonds pursuant to Section 8.08 of the Mortgage. In the event the Company
redeems any New Senior Notes referred to above prior to maturity in accordance
with the provisions of the Senior Note Indenture, the Senior Note Trustee shall
on the same date deliver to the Company this Senior Note Series F Bond for
cancellation of a principal amount thereof corresponding to the New Senior Notes
so redeemed, as provided in Section 4.06 of the Senior Note Indenture.
Senior Note Series F Bonds are not redeemable by the operation of the
improvement fund pursuant to Section 5.22 and Section 9.06 of the
Indenture or otherwise or by operation of the maintenance and replacement
provisions of Section 5.07 and Section 9.06 of the Indenture or
otherwise or with the proceeds of released property pursuant to
Section 9.06 of the Indenture or otherwise. The Senior
Note Series F Bonds shall be immediately redeemed at a redemption price of
100% of the principal amount thereof, plus interest accrued to the redemption 13


date, in whole, upon a written demand for
redemption by the Senior Note Trustee stating that the principal of all Senior
Notes then outstanding under the Senior Note Indenture have been declared to be
immediately due and payable pursuant to the provisions of the first sentence of
Section 8.01(a) thereof. The Mortgage
provides that if the Company shall deposit with the Trustee in trust for the
purpose funds sufficient to pay the principal of all of the bonds of any series,
or such of the bonds of any series as have been or are to be called for
redemption, and premium, if any, thereon, and all interest payable on such bonds
to the date on which they become due and payable, at maturity or upon redemption
or otherwise, and complies with the other provisions of the Mortgage in respect
thereof, then from the date of such deposit such bonds shall no longer be
secured by the lien of the Mortgage. The
principal hereof may be declared or may become due prior to the express date of
the maturity hereof on the conditions, in the manner and at the time set forth
in the Mortgage, upon the occurrence of a completed default as in the Mortgage
provided. This bond is
not transferable except (i) as required to effect an assignment to a
successor Trustee under the Senior Note Indenture, (ii) pursuant to
Section 4.03 or Section 4.06 of the Senior Note Indenture, or
(iii) in compliance with a final order of a court of competent jurisdiction
in connection with any bankruptcy or reorganization proceeding of the Company.
This bond shall be exchangeable for other registered bonds of the same series
and for the same aggregate principal amount, in the manner and upon the
conditions prescribed in the Mortgage, upon the surrender of such bonds at the
office or agency of the Company in the Borough of Manhattan, The City of New
York. However, notwithstanding the provisions of Section 2.03 of the
Mortgage, no charge shall be made upon any registration of transfer or exchange
of bonds of said series. The Company and the Trustee, any paying agent and any
bond registrar may deem and treat the person in whose name this bond is
registered as the absolute owner hereof, whether or not this bond shall be
overdue, for the purpose of receiving payment and for all other purposes and
neither the Company nor the Trustee nor any paying agent nor any bond registrar
shall be affected by any notice to the contrary. No recourse
under or upon any obligation, covenant or agreement contained in the Mortgage,
or in any bond or coupon thereby secured, or because of any indebtedness thereby
secured, shall be had against any incorporator, or against any past, present or
future stockholder, officer or director, as such, of the Company or of any
successor corporation, either directly or through the Company or any successor
corporation under any rule of law, statute or constitution, or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise; it being expressly agreed and understood that the Mortgage, and the
obligations thereby secured, are solely corporate obligations, and that no
personal liability whatever shall attach to, or be incurred by, such
incorporators, stockholders, officers or directors, as such, of the Company or
of any successor corporation, or any of them because of the incurring of the
indebtedness thereby authorized or under or by reason of any of the obligations,
covenants or agreements contained in the Mortgage or in any of the bonds or
coupons thereby secured, or implied therefrom. 14


This bond
shall not become valid or obligatory for any purpose until THE BANK OF NEW YORK,
the Trustee under the Mortgage, or its successor thereunder, shall have signed
the certificate of authentication endorsed hereon. 15


IN WITNESS
WHEREOF, JERSEY CENTRAL POWER & LIGHT COMPANY has caused this bond to be
signed in its name by the manual or facsimile signature of its President or one
of its Vice Presidents and its corporate seal, or a facsimile thereof, to be
affixed hereto and attested by the manual or facsimile signature of its
Secretary or one of its Assistant Secretaries. Dated: JERSEY CENTRAL POWER &
      LIGHT COMPANYBy:(Vice)
      President
 Attest: (Corporate)
    Secretary
 16


[FORM OF TRUSTEE’S CERTIFICATE] TRUSTEE’S AUTHENTICATION CERTIFICATE This bond is
one of the bonds of the series herein designated, provided for in the within
mentioned Mortgage. THE BANK OF NEW YORKBy:Authorized
      Officer
 [END OF FORM OF SENIOR NOTE SERIES F
BOND] ARTICLE IIIMISCELLANEOUS Section 3.01 Meaning of Certain
Terms. For all purposes hereof, except as the context may otherwise require,
(a) all terms contained herein shall have the meanings given such terms in,
and (b) all references herein to sections of the Original Indenture shall
be deemed to be to such sections of, the Original Indenture as the same
heretofore has been or hereafter may be amended by an indenture or indentures
supplemental thereto. Section 3.02 Original Indenture
and Supplemental Indentures Ratified and Confirmed. As amended and
supplemented by the aforesaid indentures supplemental thereto and by this
Fifty-fifth Supplemental Indenture, the Original Indenture is in all respects
ratified and confirmed and the Original Indenture and the aforesaid indentures
supplemental thereto and this Fifty-fifth Supplemental Indenture shall be read,
taken and construed as one and the same instrument. Section 3.03 Execution in
Counterparts. This Fifty-fifth Supplemental Indenture shall be
simultaneously executed in several counterparts, and all such counterparts
executed and delivered, each as an original, shall constitute but one and the
same instrument. 17


IN WITNESS
WHEREOF, JERSEY CENTRAL POWER & LIGHT COMPANY, party of the first part, has
caused this instrument to be signed in its name and behalf by its President or a
Vice President, and its corporate seal to be hereunto affixed and attested by
its Secretary or an Assistant Secretary and The Bank of New York, as Successor
Trustee as aforesaid, the party of the second part, in token of its acceptance
of the trust hereby created, has caused this instrument to be signed in its name
and behalf by an Authorized Officer and its corporate seal to be hereunto
affixed and attested by an Authorized Officer, all as of the day and year first
above written. JERSEY CENTRAL POWER &
      LIGHT COMPANYBy:
    
    /s/ R. H. MarshRichard H. MarshSenior Vice President and ChiefFinancial
Officer
 ATTEST: /s/ David W.
      WhiteheadDavid W.
WhiteheadCorporate
    Secretary
 Signed, sealed and delivered
by               JERSEY
CENTRAL POWER & LIGHT
COMPANY               in
the presence of: /s/ Ermal FatushaErmal Fatusha
 /s/ James G.
SmithJames G. Smith


THE BANK OF NEW YORKAs Successor Trustee as
      aforesaidBY:
    
    /s/ Patricia GallagherPatricia GallagherVice
President
 ATTEST: /s/ Mary LaGuminaMary LaGuminaVice President
 Signed, sealed and delivered
by     THE BANK OF NEW
YORK     in the presence of: /s/ Barbara
    BevelaquaBarbara Bevelaqua, Vice
      President
 /s/ Dorothy
MillerDorothy Miller, Vice
      President


STATE OF OHIO
    
    
    )ss.:COUNTY OF SUMMIT
    
    
    )
 BE IT
REMEMBERED that on this 20th day of April, 2004 before me, the
subscriber, a notary public in and for said County and State, personally
appeared David W. Whitehead, the Corporate Secretary of JERSEY CENTRAL POWER
& LIGHT COMPANY, the corporation named in and which executed the foregoing
instrument, who, being by me duly sworn according to law, does depose and say
and make proof to my satisfaction that he resides at 28159 Red Raven Road,
Pepper Pike, Ohio 44124; that he is the Corporate Secretary of JERSEY CENTRAL
POWER & LIGHT COMPANY; that the seal affixed to said instrument is the
corporate seal of said corporation, the same being well known to him; that it
was so affixed by the order of the Board of Directors of said corporation; that
Richard H. Marsh is the Senior Vice President and Chief Financial Officer of
said corporation; that he saw said Richard H. Marsh as such Senior Vice
President and Chief Financial Officer sign such instrument, and affix said seal
thereto and deliver said instrument and heard him declare that he signed, sealed
and delivered said instrument as the voluntary act and deed of said corporation
by its order and by order of its Board of Directors, for the uses and purposes
therein expressed; and that the said David W. Whitehead signed his name thereto
at the same time as subscribing witness, and that Jersey Central Power &
Light Company, the mortgagor, has received a true copy of said instrument. /s/ Susie M. HoistenSusie M. Hoisten,Notary Public Residence Summit CountyStatewide Jurisdiction OhioMy commission expires Dec. 9, 2006Subscribed and sworn to before me the
      dayand year aforesaid[NOTARIAL
SEAL]


STATE OF NEW YORK
    
    
    )ss.:COUNTY OF NEW YORK
    
    
    )
 BE IT
REMEMBERED that on this 20th day of April, 2004 before me, the
subscriber, a notary public in and for said County and State, personally
appeared Mary LaGumina, a Vice President of THE BANK OF NEW YORK, the
corporation named in and which executed the foregoing instrument, who, being by
me duly sworn according to law, does depose and say and make proof to my
satisfaction that she resides at 36-26 213th Street, Bayside, New
York 11361; that she is a Vice President of THE BANK OF NEW YORK; that the seal
affixed to said instrument is the corporate seal of said corporation, the same
being well known to her; that it was so affixed by her pursuant to authority
granted by the Board of Directors of said corporation; that Patricia Gallagher
is a Vice President of said corporation; that she saw said Patricia Gallagher as
such Vice President sign and deliver said instrument and heard her declare that
she signed and delivered said instrument as the voluntary act and deed of said
corporation pursuant to authority granted by its Board of Directors, for the
uses and purposes therein expressed; and that the said Mary LaGumina signed her
name thereto at the same time as subscribing witness. /s/ William J. CasselsWilliam J. CasselsSubscribed and sworn to before me the
      day and year aforesaidWILLIAM J. CASSELSNotary Public, State of New
  YorkNo. 01CA5027729Qualified in Bronx CountyCommission Expires May 18,
    2006[NOTARIAL SEAL]


STATE OF OHIO
    
    
    )ss.:COUNTY OF SUMMIT
    
    
    )
 On this
20th day of April, 2004, before me came Richard H. Marsh, to me
known, who, being by me duly sworn, did say that he resides at 1126 Woodhaven
Boulevard, Fairlawn, Ohio 44333; that he is the Senior Vice President and Chief
Financial Officer of JERSEY CENTRAL POWER & LIGHT COMPANY, one of the
corporations described in and which executed the above instrument; that he knows
the seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that said seal was so affixed by order of the Board of Directors
of said corporation; and that he signed his name to said instrument by like
order. /s/ Susie M. Hoisten,Susie M. Hoisten,Notary Public Residence Summit
  CountyStatewide Jurisdiction OhioMy commission expires Dec. 9, 2006Subscribed and sworn to before me the
      day and year aforesaid[NOTARIAL
SEAL]


STATE OF NEW YORK
    
    
    )ss.:COUNTY OF NEW YORK
    
    
    )
 On this
20th day of April, 2004, before me came Patricia Gallagher, to me
known, who, being by me duly sworn, did say that she resides at 3684 Alcona
Street, Seaford, New York 11783; that she is a Vice President of THE BANK OF NEW
YORK, one of the corporations described in and which executed the above
instrument; that she knows the seal of said corporation; that the seal affixed
to said instrument is such corporate seal; that said seal was so affixed by
authority of the Board of Directors of said corporation; and that she signed her
name to said instrument by like authority. /s/ William J. CasselsWilliam J. CasselsSubscribed and sworn to before me the
      day and year aforesaidWILLIAM J. CASSELSNotary Public, State of New
  YorkNo. 01CA5027729Qualified in Bronx CountyCommission Expires May 18,
    2006[NOTARIAL
SEAL]


CERTIFICATE OF RESIDENCE The Bank of
New York, Successor Trustee within named, hereby certifies that its precise
residence is 101 Barclay Street, in the Borough of Manhattan, in the City of New
York, in the State of New York. THE BANK OF NEW YORKBy:
    
    /s/ Patricia GallagherVice
      President